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2007-03-29 11:46:10 CEST 2007-03-29 11:46:10 CEST REGULATED INFORMATION Okmetic Oyj - Decisions of general meetingDECISIONS OF OKMETIC OYJ'S ANNUAL GENERAL MEETINGOKMETIC OYJ STOCK EXCHANGE RELEASE MARCH 29 2007 1 (5) DECISIONS OF OKMETIC OYJ'S ANNUAL GENERAL MEETING, THE ORGANISATION OF THE BOARD OF DIRECTORS, AND THE PRESIDENT'S REVIEW Okmetic Oyj's Annual General Meeting, which was held on 29 March 2007, adopted the Financial Statements for 2006 and discharged the members of the Board of Directors and the President from personal liability. No dividends will be distributed for the financial year 2006. Moreover, the Annual General Meeting approved of the Board of Directors' proposal regarding the Board's rights to increase share capital and the proposed amendments to the Articles of Association. Adoption of the Financial Statements The Annual General Meeting adopted the Financial Statements of Okmetic Oyj for 2006, including the Consolidated Financial Statements. Discharge from liability The Annual General Meeting discharged the members of the Board of Directors and the President from personal liability regarding the financial year 2006. Dividends The Annual General Meeting decided that no dividends shall be distributed for the financial year 2006. Members and Chairman of the Board of Directors It was decided that there would be five members on the Company's Board of Directors. The following persons were re-elected as members of the Board of Directors until the end of the next Annual General Meeting: Mikko J. Aro, Karri Kaitue, Esa Lager, Pekka Paasikivi and Pekka Salmi. The Board of Directors elected Mikko J. Aro as its Chairman and Karri Kaitue as its Vice Chairman in its organisation meeting held immediately after the Annual General Meeting. The Annual General Meeting confirmed the annual fees to the members of the Board of Directors as follows: Chairman 34,800 euro, Vice Chairman 26,100 euro, and other board members 17,400 euro. Auditors PricewaterhouseCoopers Oy, Authorised Public Accountants, were appointed as auditors. Markku Marjomaa, Authorised Public Accountant was appointed as the principal auditor. The fees for the auditor are paid according to invoice. Increasing the share capital The Annual General Meeting accepted the proposal of the Board of Directors for granting the board the authorisation to increase the share capital (Appendix 1). Amendment of the Articles of Association The Annual General Meeting accepted the proposal of the Board of Directors for amending the Articles of Association (Appendix 2). 2 President's review at the Annual General Meeting President Antti Rasilo's review is available on the Company's website at www.okmetic.com under Presentation Materials in the Investor Information section. OKMETIC OYJ Antti Rasilo President For further information, please contact: President Antti Rasilo, Okmetic Oyj, Tel. +358 9 5028 0232, email: antti.rasilo@okmetic.com Senior Vice President, Finance Esko Sipilä, Okmetic Oyj, Tel. +358 9 5028 0286, email: esko.sipila@okmetic.com Distribution: Helsinki Exchanges Principal media IN BRIEF Okmetic - take it higher Okmetic is a technology Company that manufactures and carries out further processing on high-quality silicon wafers for the sensor and semiconductor industries. The Company also sells technology. Okmetic's wafers are part of a further processing chain, which produces end products that improve human interaction and quality of life. Okmetic's products are based on innovative product development, an efficient production process and a strong partner network. The Company offers its customers solutions that enhance their competitiveness and profitability. Okmetic has plants in Vantaa, Finland and in Allen, Texas in North America. The Company is quoted on the Helsinki Stock Exchange (Nordic Small Cap list: OKM1V). More information about the Company can be found at www.okmetic.com. 3 OKMETIC OYJ APPENDICES APPENDIX 1 The Board of Directors proposes to the Annual General Meeting that the Board of Directors be granted the authority to decide on new issues and other share entitlements according to the first paragraph of section 10 of the Finnish Companies Act as follows: The aggregate number of shares issued on the basis of the authorisation may not exceed 3,377,500 shares, which represents approximately 20 percent of all the shares of the Company. The Board of Directors is authorised to decide on all the terms and conditions concerning the issue of shares and other share entitlements. The authorisation relates to the issuance of new shares. Issuance of shares and other share entitlements can be carried out as a directed issue. The authorisation is effective until the following Annual General Meeting, however no later than until 29 March 2008. APPENDIX 2 The Board of Directors proposes that the Annual General Meeting decide to amend the Articles of Association of the Company. The proposed amendments are mainly due to the new Finnish Companies Act, which entered into force on 1 September 2006, and are mainly of a technical nature. The main content of the proposed amendments is as follows: - Section 3 concerning the maximum and minimum share capital of the Company is removed as redundant. - The first paragraph of section 4 concerning the absence of par value of the shares is removed as redundant. - Section 5 concerning the record date procedure of the book-entry system is removed as redundant. - Section 8 concerning the right to sign in the name of the Company is amended to correspond to the wording of the Companies Act. - Section 12 concerning the invitations to Annual General Meetings is amended to the effect that the invitation can be delivered no earlier than three months prior to the Annual General Meeting instead of the current two months. - Section 13 concerning the Annual General Meeting of Shareholders is amended to correspond to the amended legislation. - The numbering of the sections in the Articles of Association is amended to correspond to the above. 4 ARTICLES OF ASSOCIATION OF OKMETIC OYJ 1 Trade name and domicile of the Company The trade name of the Company is Okmetic Oyj and its domicile is Vantaa. 2 Objects of the Company The objects of the Company are product development, production and trade of materials in the electronics industry both in Finland and abroad as well as consulting, service and design activities relating to the above operations and materials used in the field of business. Within the objects of the Company, the Company may establish domestic or foreign corporations, obtain their shares, give collaterals and pledge its property. 3 Number of shares and book-entry system The minimum number of shares is nine million (9,000,000) and the maximum number is thirty-six million (36,000,000). The shares of the Company have been entered into the book-entry system. 4 Board of Directors The Board of Directors shall be responsible for the management of the Company and shall consist of at least three (3) and at the most eight (8) members. Additionally, at the most eight (8) deputy members may be elected to the Board of Directors. The term of office of the members of the Board of Directors shall expire at the end of the Annual General Meeting of Shareholders following the election. The Board of Directors shall have a quorum when more than half of its members are present. 5 President and Vice President The Board of Directors shall elect a President and a Vice President for the Company and decide on their remuneration. 6 Representation Authorised to represent the Company are the Chairman of the Board of Directors jointly with another member of the Board of Directors, the President severally, and the persons authorised by the Board of Directors to represent the Company. 7 Auditor The Company shall have one auditor. The auditor must be an auditor or an auditing entity approved by the Finnish Central Chamber of Commerce. The term of office of the auditor shall expire at the end of the Annual General Meeting of Shareholders following the election. 8 Financial period The financial period of the Company shall be a calendar year. 9 Time and place of the Annual General Meeting of Shareholders 5 Shareholders shall meet annually at the Annual General Meeting of Shareholders that shall be held at the latest on June 30th. The Annual General Meeting of Shareholders may be held also in Helsinki or in Espoo. 10 Notice of the General Meeting The Board of Directors shall convene the General Meeting. The notice shall be delivered to each shareholder registered in the shareholders' register no earlier than 3 months and no later than 17 days in advance of the General Meeting by publishing the notice in one or more newspapers with wide circulation area selected by the Board of Directors or by delivering the notice by registered mail or by handing the notice to the shareholder against receipt. The shareholder must, in order to be able to participate at the General Meeting, give an advance notice of participation to the Company at the latest on the date specified in the notice of the General Meeting, which shall not be earlier than ten days prior to the meeting. 11 Annual General Meeting At the Meeting shall be presented: 1 the annual accounts and the annual report, and 2 the auditors report, decided upon: 3 the adoption of the annual accounts, 4 measures to which the profit of the adopted annual accounts may give rise and upon the date of distribution of the dividend, 5 the granting of discharge from liability to the Board members and the President, 6 the remuneration of the members of the Board of Directors and the Auditor, 7 the number of members of the Board of Directors, 8 other issues mentioned in the notice of the General Meeting, elected: 9 the members of the Board of Directors, 10 the auditor of the Company. |
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